SecProbe.io

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<TYPE>CORRESP
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<FILENAME>filename1.txt
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May 27, 2005

Mr. John Cash
Accounting Branch Chief
Mail Stop 0510
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549

Re:      EMCOR Group, Inc.
         Form 10-K for the year ended December 31, 2004
         File No. 1-8267

Reference  is made to your letter dated April 19, 2005  regarding  the Form 10-K
(the  "Form  10-K") of EMCOR  Group,  Inc.  (the  "Company")  for the year ended
December 31, 2004.

I have set forth below the Company's  response to the comments contained in your
letter and all  appropriate  requested  supplemental  information.  The numbered
captioned paragraphs below correspond to the same numbered captioned comments in
your letter.

Note G, Income Taxes, Page 38

1.   As noted in our response dated April 12, 2005,  EMCOR recorded  accruals to
     address certain  specific income tax exposures  associated with tax returns
     filed for the years ended  December  31, 1999 and 2000.  The tax  exposures
     resulting  from tax positions  taken on those income tax returns  relate to
     specific tax issues that existed and were  reserved for prior to 1999.  The
     following  paragraphs  discuss  the  primary  issues for which the  Company
     recorded tax reserves.

     The Company claimed worthless stock deductions on tax returns filed between
     1995 and 1999  relating to the  write-off of the  Company's  tax basis in a
     number of  subsidiary  companies.  The Company  claimed such  deductions in
     accordance  with Internal  Revenue Code Section 165 (g) (3).  However,  the
     Company  concluded  at the time that  there was  inherent  uncertainty  and
     subjectivity  associated  with  the  valuation  of  the  underlying  equity
     supporting the worthless stock  deductions.  Such inherent  uncertainty and
     subjectivity  associated  with  the  valuation  of  the  underlying  equity
     required the Company to  establish  tax  reserves  based upon  management's
     assessment that a probable  exposure  existed in accordance with SFAS No. 5
     "Accounting for Contingencies" ("SFAS No. 5").

     In addition, during the same time period, the Company provided tax reserves
     related to  uncertainty  as to  utilization  of certain net operating  loss
     ("NOL")  carry-forwards.  During  1994,  the  Company  was  in  Chapter  11
     bankruptcy  proceedings.  The Company  utilized Section 382 of the Internal
     Revenue  Code,  which  section  allowed  it to  include  the  losses of the
     consolidated group in its NOL carry-forwards. A different interpretation of
     the  required  calculation  of losses  would  result in a reduction  in the
     amount of the NOL carry-forwards.  The Company concluded that a tax reserve
     should be established for the probable  exposure that existed in accordance
     with SFAS No. 5 for this issue.

     The  utilization of the NOL  carryforwards  in the 1999,  2000 and 2001 tax
     returns to offset  taxable  income  generated  in such years  subjects  the
     Company to Internal  Revenue Service audit and disallowance for the periods
     in which such losses were  generated .  Accordingly,  the expiration of the
     statute of limitations for the 1999 and 2000 tax returns triggered the 2004
     reversals  of  related  tax  reserves  as such  exposures  were  no  longer
     considered probable.

     As of  December  31,  2003,  the  Company  had income tax  reserves  of $47
     million.  During  the first  quarter of 2004,  the  Company  reversed  $9.6
     million of previously  established  federal  income tax reserves due to the
     expiration of a statute of limitation.  Such statute of limitation  expired
     as of March 31, 2004,  requiring the release of the previously  established
     tax  reserves  during the first  quarter  of 2004.  The  reversal  of these
     reserves was  disclosed in the  Company's  first  quarter Form 10-Q for the
     three  months  ended March 31,  2004 in both  Management's  Discussion  and
     Analysis and the Notes to the Consolidated Financial Statements.
<PAGE>

     Similarly,   during  the  2004  third  quarter,  the  Company  reversed  an
     additional $12.5 million of income tax reserves into income. The statute of
     limitations  for  Internal  Revenue  Service  review  with  regard  to  the
     Company's  filed 2000 federal  income tax return  expired on September  15,
     2004. As such, these tax reserves were no longer required and were reversed
     during the quarter ended September 30, 2004. The reversal of these reserves
     was  disclosed in the  Company's  third quarter Form 10-Q for the three and
     nine month periods ended September 30, 2004 in both Management's Discussion
     and  Analysis  and the  Notes  to the  Consolidated  Financial  Statements.
     Further, the reversal of the total $22.1 million of income tax reserves was
     disclosed in the Company's  Form 10-K for the year ended  December 31, 2004
     in both the  Management's  Discussion  and  Analysis  and the  Notes to the
     Consolidated Financial Statements.

     The majority of the $22.1 million of tax reserves ($18 million) referred to
     in the preceding paragraphs was included in the accrued expenses account in
     the Company's  consolidated  balance sheet prior to being reversed in 2004.
     The remaining $4.1 million of tax reserves was included in deferred  income
     taxes prior to being reversed in 2004.  The movement  between 2003 and 2004
     in the Company's  overall net deferred  income tax account  included in its
     consolidated  balance  sheet (and  overall  reduction  in the net  deferred
     income tax asset) primarily  resulted from recording a valuation  allowance
     at the Company's United Kingdom subsidiary. As a result of operating losses
     sustained at the United Kingdom  subsidiary during the years 2003 and 2004,
     the  Company  determined  that it was more  likely  than not that  such tax
     assets would not be realized.  As such, a valuation  allowance was recorded
     with  respect to the deferred  income tax assets in the United  Kingdom for
     the year ended December 31, 2004.  Disclosure  related to the establishment
     of the valuation  allowance was included in the Company's 2004 Form 10-K in
     both  Management's  Discussion  and  Analysis  and  in  the  Notes  to  the
     Consolidated Financial Statements.

2.   As of  December  31,  2004,  the  Company  had $24.9  million of income tax
     reserves. Of these income tax reserves, $21.5 million has been specifically
     allocated to address the Company's exposure in its 2001 tax return relating
     to the same  deductions  and  losses  discussed  above and such  amount was
     included in deferred income taxes. The balance relates to other federal and
     state  income tax  exposures.  On a  prospective  basis,  the Company  will
     disclose the amount of any income tax reserves and where such reserves have
     been recorded.  The Company will apply such  disclosure in the Notes to the
     Consolidated  Financial  Statements  filed on Form 10-K for the year ending
     December 31, 2005.  In the future,  if the Company is required to recognize
     additional tax reserves in accordance  with SFAS No. 5,  disclosure will be
     provided with regard to the initial recognition of such tax reserves.

The Company  acknowledges  that: The Company is responsible for the adequacy and
accuracy  of the  disclosure  in the  filings,  staff  comments  or  changes  to
disclosures in response to staff  comments do not foreclose the commission  from
taking any action  with  respect to the  filing,  and the Company may not assert
staff comments as a defense in any proceeding initiated by the Commission or any
person under the laws of the United States.

If you have any  further  questions,  Please  contact the  undersigned  at (203
849-7999.

Regards,

Mark A. Pompa
Senior Vice President
Chief Accounting Officer and Treasurer

cc.
Leicle E. Chesser, Executive Vice President and Chief Financial Officer
Sheldon I. Cammaker, Executive Vice President & General Counsel
Bernard J. McDonald, Ernst & Young LLP

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